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Gerald "Jerry" Janoff

Gerald "Jerry" Janoff

Senior Counsel


  • Corporate Law
  • Tax, Benefits and Estate Planning

WSG Practice Industries


California, U.S.A.


Jerry Janoff’s practice involves advising clients on tax, corporate, and structuring aspects of:

  • Mergers, acquisitions, and dispositions
  • Significant business financings, including complex tax and accounting advantaged structured financings, acquisition financings, leasing transactions, and credit facilities
  • International and cross-border transactions
  • Public and private offerings of various types of debt and equity securities, including contingent, convertible, and hybrid securities
  • Partnerships, LLCs, and joint ventures
  • Real estate transactions
  • Debt modifications and restructurings
  • Private equity transactions
  • Financial instruments
  • Entertainment, media, and licensing transactions
  • Start-up and business formation planning

Prior to joining the firm, Mr. Janoff was US tax counsel at KPMG and KPMG Law in Vancouver, Canada, where he specialized in advising Canadian companies and their U.S. affiliates with respect to all aspects of US taxation.  Prior to KPMG, Mr. Janoff was senior counsel at Liner LLP in Los Angeles and was associated with Jones Day’s New York office for 10 years.

Bar Admissions

  • California
  • New York


  • Tulane University Law School
  • New York University
Areas of Practice

Corporate Law | Tax, Benefits and Estate Planning

Professional Career

Significant Accomplishments

  • Represented Xponential Fitness in its acquisition of Rumble and Pure Barre, LLC.
  • Represented Bocchi Laboratories in its sale to Bright International LLC
  • Represented Gas Transmission Services in its sale to Kleinfelder
  • Represented Majority Owner in the Sale of Able Freight Services to Equity Group Investments
  • Represented Green Fiber International in Its Sale to Indorama Ventures
  • Represented Southwest Elevator in its majority recapitalization by Align Capital Partners
  • Represented sellers in the sale of Roger CPA Review to strategic buyer
  • Represented YS Garments, Inc. in its investment by Blue Point Capital Partners
  • Represented Rails International in its investment by SK Holdings
  • Represented Hot 8 Yoga in its investment by BBRC Worldwide
  • Represented Heritage Commerce Corp in the merger of its wholly-owned bank subsidiary Heritage Bank of Commerce with Tri-Valley Bank
  • Represented OP Bancorp, the bank holding company for Open Bank, in its initial public offering of common stock and its listing on the Nasdaq Stock Market
  • Represented Ceilings Plus in its sale to USG Corporation
  • Represented Ju-Ju-Be in its investment by Bregal Partners


  • Buchalter Client Alert COVID-19: Opportunities in an Economy Shattered by Covid-19
  • Tax Credits to Offset Congress’ Newly-Mandated Paid Leave
  • The 20 Percent Solution

WSG's members are independent firms and are not affiliated in the joint practice of professional services. Each member exercises its own individual judgments on all client matters.

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